19th Sep 2012 07:00
Amphion Innovations plc
Interims Results for the 6 months to 30 June 2012
London and New York, 19 September 2012 - Amphion Innovations plc (LSE: AMP) ("Amphion" or the "Company"), the developer of medical and technology businesses, today announces its unaudited interim results for the six months to 30 June 2012.
CEO's Statement
Financial Results and Net Asset Value
Revenue for the six month period was $1,069,394, lower than the $2,598,648 recorded in the first six months of 2011 but slightly higher than in the second half of last year. The substantial commitment we have made to the further expansion of DataTern's intellectual property licensing programme has resulted in increased expenses and delays in the pace of settlements. As a result, the operating loss for the first six months of 2012 was $1,469,194, mostly due to fees and expenses associated with the litigation programme. The administrative expenses of the rest of the business were down approximately 20% compared with the same period of last year. The net profit before tax for the period increased sharply to approximately $3 million compared to a profit of $270,403 in the first six months of last year, due to the fair value gains in the holdings of Axcess and Kromek.
As a result, the Company's Net Asset Value at 30 June 2012 was $0.22 (£0.14) compared to the Net Asset Value at 31 December 2011 which was reported at $0.20 (£0.13). The increase in Net Asset Value is largely due to the recovery in the share price of Axcess since the year end, combined with the increase in the carrying value for the holding of Kromek shares. The carrying value of the Kromek shares have been adjusted from £7.20 to £8.40 to reflect the new capital raised by Kromek at the higher price in its financing round completed during the first few months of 2012.
DataTern and the IP Licensing Programme
The recent Claims Construction Order known as a Markman ruling in the cases being heard in New York has, unfortunately, delayed progress with DataTern. Our legal team, supported by our extensive team of technical and patent experts, believe that the ruling is not fully reflective of the claims of the patents, which have both recently undergone a comprehensive reexamination by the USPTO and successfully emerged both fully validated and with additional claims added. A lot of work is currently being done by our team to assess the immediate impact of this ruling. It is the very firm and considered opinion of our team that the two patents are both valid and being infringed by a wide range of companies that are practicing this critical art. We continue to believe that a Markman ruling which is fully reflective of the claims of the patents will establish infringement. Our interest in pursuing these and other cases has always been and remains to conclude fair license agreements with the parties in question in order to obtain a return on the considerable investment that has been made in this technology.
While the Markman ruling has clearly been unhelpful, the investment that we have made in these programmes over the last few years has reinforced our belief that our technology is unique and our patents are important. Under the law (validated by the Supreme Court last year in a landmark case involving Microsoft) the patents enjoy the presumption of validity and can only be undermined by "clear and convincing evidence" which is a high standard. We see no reason to doubt the importance or the novelty of these inventions and the legitimacy of the patents that protect them.
Financing
Since the capital market conditions deteriorated rapidly following the Northern Rock problems in late 2007, culminating in the Lehman bankruptcy about a year later, Amphion has not attempted to access the equity markets and has only sought to raise outside capital through a convertible debt financing and the support of the board and executive management teams. In the last two years the loan financing provided by certain board members has allowed the further expansion of the DataTern programme. While the IP licensing programme was leading to settlements on a relatively regular basis, this financing policy made sense. While we will continue to work on settlements in the 24 cases currently outstanding, recent developments in the programme, particularly the recent Markman ruling, suggests that a different approach may be required if Amphion is to make progress over the next year or two. To that end we have recently been exploring various other financing options, including litigation financing directly for the DataTern programme. In September 2012, R. James Macaleer, Chairman of the Company, provided an additional unsecured loan of $500,000. Mr. Macaleer has a 17.43% interest in the share capital of the company. The loan bears 7% interest and matures on 15 March 2013. The provision of this unsecured loan is deemed a related party transaction for the purposes of the AIM Rules. As a result, the Amphion directors, save for Mr. R. James Macaleer who is deemed for the purpose of this transaction not to be independent, consider, having consulted with Seymour Pierce, the Company's nominated adviser, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned. As noted above, we have continued to make progress in reducing our general operating costs and as noted below, three of our Partner Companies are once again getting ready to raise capital directly. If that is successful then their dependence on Amphion will decrease. Our goal is to get the Company onto a more solid financial footing overall by cutting costs further, developing alternative revenue streams wherever possible to complement the IP licensing activity, and to look for alternative ways to finance the IP programme going forward.
Partner Companies
We are pleased to report progress in our Partner Companies during the first half of the year.
During the first six months, Axcess made good progress in the programme to obtain licensing revenue from Savi (a subsidiary of Lockheed Martin) for infringement of Axcess' intellectual property. The Markman ruling in April was favourable and the trial date is set for 5 November 2012. Axcess' portfolio of patents covers key functionality and applications in tagging and tracking people and other assets. These features are believed to be widely used by other companies who might require a license to continue to practice the art. In addition, the management has done a very good job in keeping the operations of the company intact in very difficult conditions. While Axcess' financial condition has made it impossible to expand marketing programmes, many existing customers are continuing to place repeat orders and revenue has started to pick up in recent months, albeit from a very low base.
Kromek also made good progress in most of its core programmes. During the first six months, Kromek introduced a range of new radiation detection products to complement the x-ray products in development for security and medicine. The new products were launched recently in Japan and are now being offered for sale in other countries as well. The tragic Fukushima nuclear meltdown in March 2011 led to a heightened awareness in Japan and elsewhere of the need for improved monitoring and measurement systems at nuclear facilities and other remote locations, including schools, hospitals, and in the home. Kromek successfully raised additional equity financing at £8.40 per share (up from £7.20 per share previously) and this increase has been reflected in our half-year results.
Motif recently agreed an important partnership with Jubilant Life Sciences, which will cover a collaboration on the development of two new compounds for MRSA and over-active bladder. Each of these is an important medical condition with unmet needs. Motif's programmes have been designed by Motif's team of pharmaceutical executives, each of whom brings substantial experience and specialised insight to the drug discovery process. Motif's business model is to develop improved versions of existing compounds which are known to have pharmaceutical activity and where the probability is high of producing better therapies on a rapidly accelerated timescale. Jubilant Life Sciences Limited is an integrated pharmaceutical and life sciences company based in India. It was recently ranked No.6 amongst the Top 10 Global contract manufacturing and services outsourcing players in the pharmaceutical industry and is a leading Drug Discovery and Development Solution (DDDS) provider. The partnership with Jubilant is expected to be a critical success factor, bringing substantial world-class capabilities to bear on Motif's programmes.
WellGen is starting to move forward again under its new leadership. It is now poised to launch an exciting beverage product developed in collaboration with its new partners, aimed at the sports recovery market. WellGen's proprietary ingredient has shown in human clinical trials to reduce inflammation with no observed side-effects. This new product is expected to be one of the first in this growing market, combining attractive taste and appearance with proven functional benefits to people recovering from exercise-induced muscle soreness. In parallel with the new initiative in beverages, WellGen is set to move forward again in both the veterinary field and in further clinical development of the products for the treatment of chronic human diseases, such as diabetes and arthritis.
FireStar has also managed to make progress with the development of its new messaging products. While current efforts are directed at healthcare, the same functionality should prove useful in high-value financial messaging. The healthcare programme is currently aimed at getting MDMI established as an open source product, supported by FireStar. The company is expecting to see increased demand for EdgeNode, its proprietary message generation platform, as use of MDMI, a message transformation (mapping) utility, becomes widely adopted.
Last but not least, both PrivateMarkets and M2M have been in a holding pattern pending the evolution of new business plans and fresh financing.
Outlook
We have confidence in our business model, the strength of the IP programme, and the potential of our Partner Companies. We are working hard to develop and extract the inherent value in each one. While market conditions remain challenging and volatile, we remain focused on adapting and evolving new strategies to generate and extract value for our shareholders. Critical to our future success is getting access to sufficient capital to allow us to support our licensing programme and our Partner Companies. To that end, we will continue to explore a variety of alternative financing strategies for Amphion and DataTern that will allow our shareholders to reap the fruits of their investments.
Amphion Innovations plc
Charlie Morgan +1 212 210 6224
Cardew Group
Tim Robertson +44 20 7930 0777
Seymour Pierce Limited
Mark Percy (Corporate Finance) +44 20 7107 8000
David Banks (Corporate Broking)
Notes to the editors
About Amphion Innovations plc
Amphion (LSE: AMP) builds shareholder value in emerging companies in the medical and technology sectors, by using a focused, hands-on company building approach, based on decades of experience in both the US and UK. Amphion has significant shareholding in 7 Partner Companies developing proven technologies targeting substantial commercial marketplaces. The Amphion model has been refined to optimise the commercialisation of patents and other intellectual property within the Partner Companies. The Partner Companies collectively own or control over 200 separately identified pieces of intellectual property, a number which grows rapidly each year.
On the web: www.amphionplc.com
Amphion Innovations plc | |||||||||||
Condensed consolidated statement of comprehensive income | |||||||||||
For the six months ended 30 June 2012 | |||||||||||
Unaudited | Unaudited | ||||||||||
Notes | Six months | Six months | Audited | ||||||||
ended | ended | Year ended | |||||||||
30 June 2012 | 30 June 2011 | 31 December 2011 | |||||||||
Continuing operations | US$ | US$ | US$ | ||||||||
Revenue | 3 | 1,069,394 | 2,598,648 | 3,463,527 | |||||||
Cost of sales | - | (865,000) | (959,444) | ||||||||
Gross profit | 1,069,394 | 1,733,648 | 2,504,083 | ||||||||
Administrative expenses | (2,538,588) | (1,863,872) | (1,919,628) | ||||||||
Operating profit/(loss) | (1,469,194) | (130,224) | 584,455 | ||||||||
Fair value gains/(losses) on investments | 7 | 4,645,418 | 374,849 | (1,672,362) | |||||||
Interest income | 409,562 | 396,556 | 800,000 | ||||||||
Other gains and losses | (61,695) | (24,864) | (36,290) | ||||||||
Finance costs | (468,490) | (345,914) | (747,612) | ||||||||
Profit/(loss) before tax | 3,055,601 | 270,403 | (1,071,809) | ||||||||
Tax on profit/(loss) | 5 | (56,000) | (72,469) | 4,695 | |||||||
Profit/(loss) for the period | 2,999,601 | 197,934 | (1,067,114) | ||||||||
Other comprehensive income | |||||||||||
Exchange differences arising on translation | |||||||||||
of foreign operations | (861) | (8,029) | 489 | ||||||||
Other comprehensive income/(loss) for the period | (861) | (8,029) | 489 | ||||||||
Total comprehensive income/(loss) for the period | 2,998,740 | 189,905 | (1,066,625) | ||||||||
Earnings/(loss) per share | 6 | ||||||||||
Basic | US | $ 0.02 | US | $ 0.00 | US | $ (0.01) | |||||
Diluted | US | $ 0.02 | US | $ 0.00 | US | $ (0.01) | |||||
Amphion Innovations plc | |||||||
Condensed consolidated statement of financial position | |||||||
At 30 June 2012 | |||||||
Unaudited | Unaudited | Audited | |||||
Notes | 30 June 2012 | 30 June 2011 | 31 December 2011 | ||||
US$ | US$ | US$ | |||||
Non-current assets | |||||||
Intangible assets | 834,879 | 1,008,541 | 921,710 | ||||
Property, plant and equipment | 8,047 | 12,013 | 9,324 | ||||
Security deposit | 70,735 | 70,735 | 70,735 | ||||
Investments | 7 | 43,318,945 | 39,910,226 | 38,493,895 | |||
44,232,606 | 41,001,515 | 39,495,664 | |||||
Current assets | |||||||
Prepaid expenses and other receivables | 4,765,317 | 2,835,359 | 3,764,290 | ||||
Cash and cash equivalents | 124,653 | 855,235 | 114,014 | ||||
4,889,970 | 3,690,594 | 3,878,304 | |||||
Total assets | 49,122,576 | 44,692,109 | 43,373,968 | ||||
Current liabilities | |||||||
Trade and other payables | 5,328,070 | 4,092,676 | 4,297,254 | ||||
Current portion of notes payable | 8 | 1,000,000 | - | 1,500,000 | |||
6,328,070 | 4,092,676 | 5,797,254 | |||||
Non-current liabilities | |||||||
Convertible promissory notes | 8 | 9,032,341 | 8,968,555 | 8,990,567 | |||
Notes payable | 8 | 4,000,000 | 2,000,000 | 2,000,000 | |||
13,032,341 | 10,968,555 | 10,990,567 | |||||
Total liabilities | 19,360,411 | 15,061,231 | 16,787,821 | ||||
Net assets | 29,762,165 | 29,630,878 | 26,586,147 | ||||
Equity | |||||||
Share capital | 9 | 2,501,293 | 2,476,890 | 2,498,749 | |||
Share premium account | 35,663,018 | 35,613,794 | 35,652,903 | ||||
Translation reserve | (17,364) | (25,021) | (16,503) | ||||
Retained earnings | (8,384,782) | (8,434,785) | (11,549,002) | ||||
Total equity | 29,762,165 | 29,630,878 | 26,586,147 |
Amphion Innovations plc | |||||||||||||
Condensed consolidated statement of changes in equity | |||||||||||||
For the six months ended 30 June 2012 | |||||||||||||
Unaudited | |||||||||||||
Foreign | |||||||||||||
Share | currency | ||||||||||||
Share | premium | translation | Retained | ||||||||||
Notes | capital | account | reserve | earnings | Total | ||||||||
US$ | US$ | US$ | US$ | US$ | |||||||||
Balance at 1 January 2011 | 2,476,890 | 35,613,794 | (16,992) | (8,915,884) | 29,157,808 | ||||||||
Profit for the period | - | - | - | 197,934 | 197,934 | ||||||||
Exchange differences arising on | |||||||||||||
translation of foreign operations | - | - | (8,029) | - | (8,029) | ||||||||
Total comprehensive income for the period | - | - | (8,029) | 197,934 | 189,905 | ||||||||
Recognition of share-based payments | 10 | - | - | - | 283,165 | 83,165 | |||||||
Balance at 30 June 2011 | 2,476,890 | 35,613,794 | (25,021) | (8,434,785) | 29,630,878 | ||||||||
Balance at 1 January 2012 | 2,498,749 | 35,652,903 | (16,503) | (11,549,002) | 26,586,147 | ||||||||
Profit for the period | - | - | - | 2,999,601 | 2,999,601 | ||||||||
Exchange differences arising on | |||||||||||||
translation of foreign operations | - | - | (861) | - | (861) | ||||||||
Total comprehensive income for the period | - | - | (861) | 2,999,601 | 2,998,740 | ||||||||
Issue of share capital | 2,544 | 10,115 | - | - | 12,659 | ||||||||
Recognition of share-based payments | 10 | - | - | - | 164,619 | 164,619 | |||||||
Balance at 30 June 2012 | 2,501,293 | 35,663,018 | (17,364) | (8,384,782) | 29,762,165 | ||||||||
Amphion Innovations plc | |||||
Condensed consolidated statement of cash flows | |||||
For the six months ended 30 June 2012 | |||||
Unaudited | Unaudited | ||||
Six months | Six months | Audited | |||
ended | ended | Year ended | |||
30 June 2012 | 30 June 2011 | 31 December 2011 | |||
US$ | US$ | US $ | |||
Operating activities | |||||
Operating profit/(loss) | (1,469,194) | (130,224) | 584,455 | ||
Adjustments for: | |||||
Depreciation of property, plant and equipment | 2,240 | 2,587 | 5,157 | ||
Amortisation of intangible assets | 86,831 | 86,831 | 173,662 | ||
Recognition of share based payments | 177,278 | 283,165 | (1,505,036) | ||
Increase in prepaid & other receivables | (1,001,027) | (910,947) | (1,839,878) | ||
Increase/(decrease) in trade & other payables | 1,030,816 | (114,720) | 89,861 | ||
Interest expense | (468,490) | (345,914) | (747,612) | ||
Other gains & losses | - | - | 1,194 | ||
Income tax | (56,000) | (72,469) | 4,695 | ||
Net cash used in operating activities | (1,697,546) | (1,201,691) | (3,233,502) | ||
Investing activities | |||||
Interest received | 409,562 | 396,556 | 800,000 | ||
Purchases of investments | (179,632) | (411,691) | (1,042,574) | ||
Purchases of equipment | (929) | - | - | ||
Adjustment to note payable for foreign exchange rate | 41,774 | - | 22,012 | ||
Net cash from/(used in) investing activities | 270,775 | (15,135) | (220,562) | ||
Financing activities | |||||
Proceeds on issue of promissory notes | 1,500,000 | 1,500,000 | 3,000,000 | ||
Net cash from financing activities | 1,500,000 | 1,500,000 | 3,000,000 | ||
Net increase/(decrease) in cash and cash equivalents | 73,229 | 283,174 | (454,064) | ||
Cash and cash equivalents at the beginning of the period | 114,014 | 605,127 | 605,127 | ||
Effect of foreign exchange rate changes | (62,590) | (33,066) | (37,049) | ||
Cash and cash equivalents at the end of the period | 124,653 | 855,235 | 114,014 | ||
1. General information
The condensed consolidated interim financial statements for the six months ended 30 June 2012 are unaudited and do not constitute statutory accounts within the meaning of the Isle of Man Companies Acts 1931 to 2004. The statutory accounts of Amphion Innovations plc for the year ended 31 December 2011 have been filed with the Registrar of Companies and contain an unqualified audit report which includes an emphasis of matter relating to significant uncertainty in respect of going concern and valuation of Partner Company investments. Copies are available on the company's website at www.amphionplc.com/reports.php.
2. Accounting policies
These condensed consolidated interim financial statements have been prepared in accordance with the recognition and measurement requirements of International Financial Reporting Standards (IFRS).
The accounting policies applied by the Group are consistent with those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2011.
3. Revenue
An analysis of the Group's revenue is as follows:
Six months ended | Six months ended | Year ended | |||
30 June 2012 | 30 June 2011 | 31 December 2011 | |||
US $ | US$ | US$ | |||
Continuing operations | |||||
Advisory fees | 569,394 | 563,648 | 1,043,527 | ||
License fees | 500,000 | 2,035,000 | 2,420,000 | ||
1,069,394 | 2,598,648 | 3,463,527 |
In August 2010, DataTern, Inc. entered into an agreement with Niro, Haller & Niro ("NHN") to represent DataTern, Inc. in connection with the licensing and enforcement of its patents. In June 2011, DataTern, Inc. and NHN agreed to terminate the agreement effective as of 25 January 2012. Under the termination agreement, NHN is to be paid US $400,000 by DataTern, Inc. in lieu of any other fees they may have received for the outstanding cases. NHN is to be paid as follows: US $40,000 within seven days of signing the agreement; US $180,000 on 15 June 2012; and US $180,000 on 15 December 2012. At 30 June 2012, US $360,000 remains payable.
In July 2011, DataTern, Inc. entered into a fee agreement with McCarter & English LLP ("ME"). Under this agreement, ME will represent DataTern in the assertion of all patent infringement claims, except for claims in Texas. In addition, ME was engaged to represent DataTern, Inc. in connection with the lawsuit filed by Microsoft and SAP AG and SAP America, Inc. in April 2011.
In September 2011, the Davis Firm, PC was engaged to represent DataTern, Inc. in the patent infringement cases in Texas.
As part of the agreement for DataTern, Inc. to purchase certain of the intangible assets in December 2007, a portion of future revenues from these patents will be retained by FireStar Software, Inc. No amounts have become payable to FireStar Software, Inc. to date.
4. Segment information
For management purposes, the Group is currently organised into three business segments - advisory services, investing, and intellectual property. These business segments are the basis on which the Group reports its primary segment information.
Information regarding these segments is presented below.
Advisory | Investing | Intellectual | |||||||||
services | activities | property | Eliminations | Consolidated | |||||||
Six months | Six months | Six months | Six months | Six months | |||||||
ended | ended | ended | ended | ended | |||||||
30 June 2012 | 30 June 2012 | 30 June 2012 | 30 June 2012 | 30 June 2012 | |||||||
US $ | US $ | US $ | US $ | US $ | |||||||
REVENUE | |||||||||||
External advisory fees | 569,394 | - | - | - | 569,394 | ||||||
External license fees | - | - | 500,000 | - | 500,000 | ||||||
Total revenue | 569,394 | - | 500,000 | - | 1,069,394 | ||||||
Cost of sales | - | - | - | - | - | ||||||
Gross profit | 569,394 | - | 500,000 | - | 1,069,394 | ||||||
Administrative expenses | (406,503) | (507,524) | (1,624,561) | - | (2,538,588) | ||||||
Segment result | 162,891 | (507,524) | (1,124,561) | - | (1,469,194) | ||||||
Fair value gains on | |||||||||||
investments | - | 4,645,418 | - | - | 4,645,418 | ||||||
Interest income | 22,127 | 387,303 | 132 | - | 409,562 | ||||||
Other gains and losses | (5,912) | (55,783) | - | - | (61,695) | ||||||
Finance costs | - | (467,197) | (1,293) | - | (468,490) | ||||||
Profit (loss) before tax | 179,106 | 4,002,217 | (1,125,722) | - | 3,055,601 | ||||||
Income taxes | (56,000) | - | - | - | (56,000) | ||||||
Profit (loss) after tax | 123,106 | 4,002,217 | (1,125,722) | - | 2,999,601 |
Advisory | Investing | Intellectual | |||||||||
services | activities | property | Eliminations | Consolidated | |||||||
Six months | Six months | Six months | Six months | Six months | |||||||
ended | ended | ended | ended | ended | |||||||
30 June 2012 | 30 June 2012 | 30 June 2012 | 30 June 2012 | 30 June 2012 | |||||||
US $ | US $ | US $ | US $ | US $ | |||||||
OTHER INFORMATION | |||||||||||
Segment assets | 4,912,063 | 47,228,096 | 972,585 | (3,990,168) | 49,122,576 | ||||||
Segment liabilities | 4,685,654 | 16,324,001 | 1,617,547 | (3,266,791) | 19,360,411 | ||||||
Depreciation | 914 | 429 | 897 | - | 2,240 | ||||||
Amortisation | - | - | 86,831 |
- | 86,831 | ||||||
Recognition of share-based | |||||||||||
payments | - | 177,278 | - | - | 177,278 |
4. Segment information, (continued)
For management purposes for 30 June 2011, the Group was organised into three business segments - advisory services, investing activities, and intellectual property.
Advisory | Investing | Intellectual | |||||||||
services | activities | property | Eliminations | Consolidated | |||||||
Six months | Six months | Six months | Six months | Six months | |||||||
ended | ended | ended | ended | ended | |||||||
30 June 2011 | 30 June 2011 | 30 June 2011 | 30 June 2011 | 30 June 2011 | |||||||
US $ | US $ | US $ | US $ | US $ | |||||||
REVENUE | |||||||||||
External advisory fees | 563,648 | - | - | - | 563,648 | ||||||
External license fees | - | - | 2,035,000 | - | 2,035,000 | ||||||
Inter-segment fees | 120,000 | - | - | (120,000) | - | ||||||
Total revenue | 683,648 | - | 2,035,000 | (120,000) | 2,598,648 | ||||||
Cost of sales | - | - | (865,000) | - | (865,000) | ||||||
Gross profit | 683,648 | - | 1,170,000 | (120,000) | 1,733,648 | ||||||
Administrative expenses | (420,722) | (727,468) | (835,682) | 120,000 | (1,863,872) | ||||||
Segment result | 262,926 | (727,468) | 334,318 | - | (130,224) | ||||||
Fair value gains on | |||||||||||
investments | - | 374,849 | - | - | 374,849 | ||||||
Interest income | 21,986 | 374,554 | 16 | - | 396,556 | ||||||
Other gains and losses | - | (24,864) | - | - | (24,864) | ||||||
Finance costs | - | (341,457) | (4,457) | - | (345,914) | ||||||
Profit (loss) before tax | 284,912 | (344,386) | 329,877 | - | 270,403 | ||||||
Income taxes | (4,545) | - | (67,924) | - | (72,469) | ||||||
Profit (loss) after tax | 280,367 | (344,386) | 261,953 | - | 197,934 |
Advisory | Investing | Intellectual | |||||||||
services | activities | property | Eliminations | Consolidated | |||||||
Six months | Six months | Six months | Six months | Six months | |||||||
ended | ended | ended | ended | ended | |||||||
30 June 2011 | 30 June 2011 | 30 June 2011 | 30 June 2011 | 30 June 2011 | |||||||
US $ | US $ | US $ | US $ | US $ | |||||||
OTHER INFORMATION | |||||||||||
Segment assets | 3,599,426 | 42,438,794 | 1,390,700 | (2,736,811) | 44,692,109 | ||||||
Segment liabilities | 3,270,083 | 13,333,375 | 459,602 | (2,001,829) | 15,061,231 | ||||||
Depreciation | 2,596 | 1,443 | 807 | - | 4,846 | ||||||
Amortisation | - | - | 86,831 | - | 86,831 | ||||||
Recognition of share-based | |||||||||||
payments | - | 283,165 | - | - | 283,165 |
4. Segment information, (continued)
Geographical segments
The Group's operations are located in the United States and the United Kingdom.
The following table provides an analysis of the Group's advisory fees by geographical location of the investment.
Advisory fees by | ||||
geographical location | ||||
Six months ended | Six months ended | |||
30 June 2012 | 30 June 2011 | |||
US $ | US $ | |||
United States | 420,000 | 420,000 | ||
United Kingdom | 149,394 | 143,648 | ||
569,394 | 563,648 |
The following table provides an analysis of the Group's license fees by geographical location.
License fees by | ||
geographical location | ||
Six months ended | Six months ended | |
30 June 2012 | 30 June 2011 | |
US$ | US$ | |
United States | 500,000 | 2,035,000 |
Europe | - | - |
500,000 | 2,035,000 |
The following is an analysis of the carrying amount of segment assets, and additions to fixtures, fittings and equipment, analysed by the geographical area in which the assets are located:
Carrying amount | Additions to fixtures, fittings and | ||||||
of segment assets | equipment and intangible assets | ||||||
Six months ended | Six months ended | Six months ended | Six months ended | ||||
30 June 2012 | 30 June 2011 | 30 June 2012 | 30 June 2011 | ||||
US $ | US $ | US $ | US $ | ||||
United States | 32,492,510 | 30,071,593 | - | - | |||
United Kingdom | 16,630,066 | 14,620,516 | 929 | - | |||
49,122,576 | 44,692,109 | 929 | - |
5. Income tax expense
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From 6 April 2006, a standard rate of corporate income tax of 0% applies to Isle of Man companies, with exceptions taxable at the 10% rate, namely licensed banks in respect of deposit-taking business, companies that profit from land and property in the Isle of Man and companies that elect to pay tax at the 10% rate. No provision for Isle of Man taxation is therefore required. The Company is treated as a Partnership for U.S. federal and state income tax purposes and, accordingly, its income or loss is taxable directly to its partners.
The Company has four subsidiaries, two in the USA, one in the UK, and one in the Kingdom of Bahrain. The US subsidiaries, Amphion Innovations US Inc. and DataTern, Inc., are Corporations and therefore taxed directly. The US subsidiaries suffer US federal tax, state tax and New York City tax on their taxable net income. The UK subsidiary, Amphion Innovations UK Limited, is liable to UK Corporation tax at rates up to 28% on its taxable profits and gains.
The Group charge for the period can be reconciled to the profit per the consolidated income statement as follows:
US $ | |
Profit before tax | 3,055,601 |
Tax at the Isle of Man income tax rate of 0% | - |
Effect of different tax rates of subsidiaries | |
operating in other jurisdictions | 56,000 |
Current tax | 56,000 |
6. Earnings per share
The calculation of the basic and diluted earnings per share attributable to the ordinary equity holders of the parent is based on the following data:
Earnings | Six months ended | Six months ended | Year ended | |||
30 June 2012 | 30 June 2011 | 31 December 2011 | ||||
US $ | US $ | US $ | ||||
Earnings for the purposes of basic and diluted earnings per share | ||||||
(profit for the year attributable to equity holders of the parent) | 2,999,601 | 197,934 | (1,067,114) | |||
Number of shares | ||||||
Six months | Six months | |||||
ended | ended | Year ended | ||||
30 June 2012 | 30 June 2011 | 31 December 2011 | ||||
Weighted average number of ordinary shares for | ||||||
the purposes of basic earnings per share | 134,952,603 | 133,498,743 | 133,954,099 | |||
Effect of dilutive potential ordinary shares: | ||||||
Share options | 439,824 | - | - | |||
Convertible promissory notes | 31,990,100 | 31,990,100 | 31,990,100 | |||
Weighted average number of ordinary shares for | ||||||
the purposes of diluted earnings per share | 167,382,527 | 165,488,843 | 165,944,199 |
Share options that could potentially dilute basic earnings per share in the future have not been included in the calculation of dilute earnings per share because they are antidilutive.7. Investments
At fair value through profit or loss
Level 1 | Level 3 | Total | |
US$ | US$ | US$ | |
At 1 January 2012 | 1,997,017 | 36,496,878 | 38,493,895 |
Investments during the year | 5,000 | 174,632 | 179,632 |
Fair value gains | 2,172,226 | 2,473,192 | 4,645,418 |
At 30 June 2012 | 4,174,243 | 39,144,702 | 43,318,945 |
At 1 January 2011 | 1,762,048 | 37,361,635 | 39,123,683 |
Investments during the year | 279,000 | 763,575 | 1,042,574 |
Fair value losses | (44,031) | (1,628,332) | (1,672,362) |
At 31 December 2011 | 1,997,017 | 36,496,878 | 38,493,895 |
As required by IFRS 7: Financial instruments - Disclosures, the Company is required to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. In the case of the Company, investments classified as level 1 have been valued based on a quoted price in an active market. The other private investments have been classified as level 3 since the inputs to the valuation are not based on observable market data.
Fair value determination
The Directors have valued the investments in accordance with the guidance laid down in the International Private Equity and Venture Capital Valuation Guidelines. The inputs used to derive the investment valuations are based on estimates and judgements made by management which are subject to inherent uncertainty. As such the carrying value in the financial statements at 30 June 2012 may differ materially from the amount that could be realized in an orderly transaction between willing market participants on the reporting date.
8. Promissory notes
Convertible promissory notes
The notes are convertible into ordinary shares of the Company at any time prior to 31 December 2013 at a conversion price of eighteen pence per ordinary share. In the event that the closing market price of the ordinary shares is equal to or greater than 25 pence per ordinary share for 25 consecutive trading dates at any time prior to 31 December 2013, the notes will automatically be converted into fully paid ordinary shares.
If the notes have not been converted, they will be repaid on 31 December 2013. Interest of 7% will be paid quarterly until the date of repayment.
For each note issued, the Company also issued 1.11 warrants. Each warrant will entitle the holder to subscribe for one ordinary share at 20 pence per ordinary share during the subscription period which began on 30 December 2008 and expires on the fifth anniversary of that date.
8. Promissory notes, (continued)
The net proceeds received from the issue of the convertible promissory notes are classified as a financial liability due to the fact that the notes are denominated in a currency other than the Company's functional currency and that on any future conversion a fixed number of shares would be delivered in exchange for a variable amount of cash.
Promissory notes
During 2012, the Company issued US $1,500,000 of promissory notes to the Chairman of the Company. The total promissory notes payable to the Director at 30 June 2012 is US $5,000,000. Refer to note 11 for further details.
9. Share capital
30 June 2012 | |||||
£ | |||||
Authorised: | |||||
250,000,000 ordinary shares of 1p each | 2,500,000 | ||||
Number | £ | US$ | |||
Balance as at 31 December 2011 | 134,848,552 | 1,348,485 | 2,498,749 | ||
Issued and fully paid: | |||||
Ordinary shares of 1p each | 160,486 | 1,605 | 2,544 | ||
Balance as at 30 June 2012 | 135,009,038 | 1,350,090 | 2,501,293 |
On 5 March 2012, the Company issued 160,486 ordinary 1p shares at a premium of 3.975p per share (US $10,114) to Directors in lieu of 2011 fourth quarter Directors' fees.
10. Share based payments
In 2006 the Group established the 2006 Unapproved Share Option Plan ("the Plan") and it was adopted pursuant to a resolution passed on 8 June 2006. Under this plan, the Compensation Committee may grant share options to eligible employees, including Directors, to subscribe for ordinary shares of the Company. The number of Shares over which options may be granted under the Unapproved Plan cannot exceed ten percent of the ordinary share capital of the Company in issue on a fully diluted basis. The Plan will be administered by the Compensation Committee. The number of shares, terms, performance targets and exercise period will be determined by the Compensation Committee. During 2012, no options were issued under the Plan.
During 2012, 2,500,000 options were issued that were not under the Plan. The options are fully vested and expire on 31 December 2013.
10. Share based payments, (continued)
2012 | |||
Weighted | |||
average | |||
Number of | exercise | ||
share options | price (in £) | ||
Outstanding at beginning of period | 13,321,144 | 0.08 | |
Granted during the period | 2,500,000 | 0.08 | |
Expired during the period | (136,472) | 0.22 | |
Outstanding at the end of the period | 15,684,672 | 0.08 | |
Exercisable at the end of the period | 9,264,683 | 0.10 |
Options are recorded at fair value on the date of grant using the Black-Scholes model. The Group recognized total costs of US $164,619 relating to equity-settled share-based payment transactions in 2012 which were expensed in the statement of comprehensive income during the period.
11. Related party transactions
Transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related partners are disclosed below.
During the period, the Group paid miscellaneous expenses for Motif BioSciences, Inc. ("Motif") such as office expenses. At 30 June 2012, the amount due from Motif is US $9,379.
A subsidiary of the Company has entered into an agreement with Axcess International, Inc. ("Axcess") to provide advisory services. Richard Morgan and Robert Bertoldi, Directors of the Company, are also Directors of Axcess. Amphion Innovations US Inc. will receive a monthly fee of US $10,000 pursuant to this agreement. The agreement is effective until 1 March 2013 and will renew on an annual basis until terminated by one of the parties. The monthly fee is suspended for any month in which Axcess' cash balance falls below US $500,000. Amphion Innovations US Inc. received no fee during the period ended 30 June 2012.
A subsidiary of the Company has entered into an agreement with Kromek to provide advisory and consulting services. Richard Morgan and Jerel Whittingham, Directors of the Company, are also Directors of Kromek. The monthly fee under this agreement is the lesser of US $10,000 and 50% of the gross compensation paid to directors and management of Kromek in that month and can be terminated by one of the parties. The subsidiary's fee for the period ended 30 June 2012 was US $60,000. Amphion Innovations US Inc. is also to receive US $89,394 as a fund raising fee for the period ended 30 June 2012. At 30 June 2012, US $70,000 of advisory fees and US $157,173 of fund raising fees remain payable by Kromek.
A subsidiary of the Company has entered into an agreement with FireStar Software, Inc. ("FireStar') to provide advisory and consulting services. Richard Morgan, a Director of the Company, is also a Director of FireStar. The annual fee under this agreement was US $120,000. The agreement expired on 31 December 2011. The Company is currently negotiating for renewal.
A subsidiary of the Company has entered into an agreement with Motif BioSciences, Inc. ("Motif") to provide advisory and consulting services. Richard Morgan, a Director of the Company, is also a Director of Motif. The annual fee for the services is US $240,000. The agreement is effective until 1 April 2013 and shall automatically renew for
11. Related party transactions, (continued)
successive one year periods. Amphion Innovations US Inc.'s fee for the period ended 30 June 2012 was US $120,000. At 30 June 2012, US $360,000 of the advisory fees remain payable by Motif.
A subsidiary of the Company has entered into an agreement with m2m Imaging Corp. ("m2m") to provide advisory and consulting services. Robert Bertoldi, a Director of the Company, is also a Director of m2m. The quarterly fee under this agreement is US $45,000. This agreement is effective until 1 November 2012 and will renew on an annual basis until terminated by either party. Amphion Innovations US Inc.'s fee for the period ended 30 June 2012 was US $90,000. At 30 June 2012, US $720,000 of the advisory fees remain payable by m2m.
A subsidiary of the Company has entered into an agreement with WellGen, Inc. ("WellGen") to provide advisory and consulting services. Richard Morgan and Robert Bertoldi, Directors of the Company, are also Directors of WellGen. The fee under this agreement is US $60,000 per quarter. The agreement is effective until 20 June 2013 and will renew annually for subsequent 12-month periods until terminated by either party. The subsidiary's fee for the period ended 30 June 2012 was US $120,000. At 30 June 2012, US $720,000 of the advisory fees remain payable.
A subsidiary of the Company has entered into an agreement with PrivateMarkets, Inc. ("PrviateMarkets") to provide advisory services. Richard Morgan, a Director of the Company, is also a Director of PrivateMarkets. The fee under this agreement is US $30,000 per quarter until the successful sale of at least US $3,000,000 and thereafter, US $45,000 per quarter. This agreement will renew annually unless terminated by either party. The subsidiary's fee for the period ended 30 June 2012 was US $90,000. At 30 June 2012, US $860,000 remains payable from PrivateMarkets.
Amphion Innovations US Inc. has entered into an agreement with DataTern, Inc. ("DataTern") (a wholly owned subsidiary of the Company) to provide advisory and consulting services. Richard Morgan and Robert Bertoldi, Directors of the Company, are also Directors of DataTern. The quarterly fee under this agreement is US $60,000 and renews annually unless terminated by either party. The subsidiary's fee for the period ended 30 June 2012 was suspended.
In 2010 Richard Morgan, a Director of the Company, advanced US $352,500 to the Company. This advance is interest free and repayable on demand. The net amount payable by the Company at 30 June 2012 to Richard C.E. Morgan is US $1,321,660. The amount payable includes a voluntary salary reduction of US $897,773, US $341,779 of which will be payable at the discretion of the Board at a later date.
During 2012, R. James Macaleer, the Chairman of the Company, advanced US $1,500,000 to the Company under three promissory notes. Warrants were issued with the notes to purchase 2,500,000 ordinary shares at 8 pence per share that expire 31 December 2013. At 30 June 2012, the promissory notes payable to R. James Macaleer total US $5,000,000. The promissory notes accrue interest at the rate of 7% per annum. The promissory notes are due as follows: US $500,000 on 30 September 2012, US $500,000 on 4 November 2012, and US $4,000,000 on 31 December 2013. At 30 June 2012, US $16,709 was due to Mr. Macaleer for Director's fees and US $257,370 was due for accrued interest on the promissory notes.
At 30 June 2011, US $19,234 was due to Gerard Moufflet, a Director of the Company, for Director's fees and US $8,337 for expenses.
At 30 June 2012, US $6,949 was due to Anthony Henfrey, a Director of the Company, for expenses. Dr. Henfrey waived his entitlement to receive his Director's fees for 2012.
At 30 June 2012, US $23,535 was due to Richard Mansell-Jones, a retired Director of the Company, for Director's fees.
At 30 June 2012, US $365,434 and US $304,125 were due to Robert Bertoldi and Jerel Whittingham, respectively, Directors of the Company, for voluntary salary reductions of which US $188,769 and US $154,705 are payable by the discretion of the Board at a later date.
12. Events after the balance sheet date
In July 2012, R. James Macaleer, the Chairman of the Company, advanced the Company US $500,000 under a promissory note that accrues interest at the rate of 7% per annum and is payable on 31 December 2012. Warrants were issued with the note to purchase 1,000,000 ordinary shares of the Company at an exercise price of 8 pence per share. The warrants expire on 31 December 2013. In September 2012, R. James Macaleer, advanced the Company US $500,000 under a promissory note that accrues interest at the rate of 7% per annum and is payable on 5 March 2013. In addition, Mr. Macaleer agreed to extend the maturity date of a promissory note issued in February 2012 from 21 August 2012 to September 30, 2012.
In July 2012, the Company purchased 35,714 K preferred shares of Kromek Limited for £299,998.
In July through September 2012, the Company made advances of US $30,100 under a promissory note from Motif BioSciences, Inc.
In July and August 2012, the Company made advances of US $16,600 under a promissory note from PrivateMarkets, Inc.
In July, the Company issued 365,129 ordinary shares to certain of its Board members as their directors' fees for the first and second quarters of 2012.
In August, Niro, Haller & Niro (NHN) filed a UCC Financing Statement on DataTern Inc. patents and commenced a legal action to collect the $360,000 owed to NHN by DataTern Inc. DataTern denies that NHN has any claim over its patents.
Related Shares:
AMP.L